Common use of Purchase and Sale of Assets Clause in Contracts

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, Buyer the Purchased Assets. “Purchased Assets” shall mean all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of SellersSellers (but excluding Excluded Assets) as of or after the Closing:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellersthe Seller agrees to sell, and Sellers shall sellconvey, transfer, assignassign and make available for transfer to the Buyer, convey and deliver the Buyer agrees to Buyerpurchase from the Seller, all of Sellers’ the right, title and interest inin and to the Transferred Assets, to in each case, free and under the Purchased Assetsclear of all Liens other than Permitted Liens. For purposes of this Agreement, “Purchased Transferred Assets” shall mean means the following assets as the same exist as of Sellersimmediately prior to the Closing:

Purchase and Sale of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellers, and Sellers Seller shall sell, transfer, assign, convey convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances except Permitted Encumbrances, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets. real and personal property, tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets” shall mean the following assets of Sellers:”):

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of SellersSeller (but excluding Excluded Assets) as of the Closing to the extent related to the Business:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, Purchaser all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets all assets, properties, interests and rights of Sellers, other than the Excluded Assets, as of the Closing, used or useful in connection with or related to the Business, including:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, all of Sellers’ right, title and interest in, to and under the Purchased AssetsAssets free and clear of all liens, claims, encumbrances and interests. “Purchased Assets” shall mean the following assets of SellersSellers (but excluding Excluded Assets) as of the Closing related to the Business:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellers, and Sellers Seller shall sell, transfer, assign, convey deliver and deliver relinquish to BuyerBuyer in perpetuity, free and clear of all Liens, all of Sellers’ right, title and interest inin and to, to and under only to, the Purchased Acquired Assets. As used in this Agreement, “Purchased Acquired Assets” shall mean means the following assets of Sellersassets, properties, rights and interests:

Purchase and Sale of Assets. On the terms and subject to the terms and conditions set forth in this Agreement, and except as provided in Section 2.2 as to Excluded Assets, at the Closing Buyer Closing, Seller shall sell, assign, transfer, convey, set over and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, Seller all of Sellers’ rightthe Assets, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellerswhich are more fully described as follows:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing Buyer Closing, unless specifically excluded herein, Seller shall sell and assign to Purchaser and Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, all of Sellers’ right, title and interest of Seller in, to and under all assets, properties and rights used or useful in the Purchased conduct of Seller's business other than the Excluded Assets (as defined below) (collectively, the Assets. “Purchased Assets” shall mean the following assets of Sellers), including those whereby Seller provides bandwidth enabled data services (Services) to customers (Customers), as follows:

Purchase and Sale of Assets. On (a) At the terms Closing, and subject to except for the conditions set forth in this AgreementExcluded Assets, at the Closing Buyer shall purchase, acquire and accept buy from Sellers, and Sellers shall sell, transfer, assign, transfer and convey and deliver to Buyer, all of Sellers’ rightthe assets owned by Sellers and used in the Business, title free and interest in, clear of any Liens. The assets being purchased by Buyer are hereinafter referred to and under as the Purchased Assets. “Purchased Acquired Assets” which shall mean include without limitation the following assets as of Sellersthe Closing:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from the Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, Purchaser all of the Sellers’ right, title and interest in, to and under the Purchased AssetsAssets free and clear of all Liens and all Liabilities, other than Permitted Liens, and Assumed Liabilities. “Purchased Assets” shall mean the following assets of Sellersthe Sellers (but excluding Excluded Assets) as of the Closing:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing (as defined herein), Buyer shall purchase, purchase and acquire and accept from SellersSeller, and Sellers Seller shall sell, assign and transfer, assign, convey and deliver to Buyer, free and clear of all Liens, the Business and the assets of Sellers’ rightSeller (other than the Excluded Assets) owned and used by Seller in the conduct of the Business and identified below (collectively, title and interest in, to and under the "Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers:"):

Purchase and Sale of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellers, and Sellers Seller shall sell, transfer, assign, convey and deliver assign to Buyer, and Buyer shall accept from Seller, the Assets, excluding the Retained Assets, free and clear of all of Sellers’ rightLiens, title Encumbrances and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers:Liabilities.

Purchase and Sale of Assets. On Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Seller shall purchaseirrevocably sell, acquire and accept from Sellers, and Sellers shall sellconvey, transfer, assign, convey assign and deliver to Buyer, Buyer all of Sellers’ right, title and interest inof Seller in and to, and Buyer (or its designated Affiliates) shall purchase from Seller, all of the assets of Seller owned, used or held for use in the conduct of the Business or otherwise relating to the Business, free and under clear of any Liens (other than the Purchased Permitted Liens), including the following (collectively, other than the Retained Assets. , the “Purchased Assets” shall mean the following assets of Sellers:”):

Purchase and Sale of Assets. On the terms (a) Upon and subject to the terms and conditions set forth in of this Agreement, at the Closing Closing, Buyer shall purchase, acquire and accept purchase from Sellers, and Sellers shall sell, transfer, assignconvey, convey assign and deliver to Buyer, free and clear of any Encumbrances, all of Sellers’ right, title and interest inin and to all of Sellers’ assets, to tangible and under the Purchased Assets. “Purchased Assets” shall mean intangible, of every kind and description, wherever located, including, without limitation, the following assets of Sellers:(but excluding the Excluded Assets set forth in Section 2.1(b)) (collectively, the “Assets”):

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellers, and Sellers each Seller shall sell, transfer, assign, convey convey, transfer and deliver to Buyerthe Purchaser, and the Purchaser shall purchase and acquire from such Seller, and take assignment and delivery from such Seller of, all of Sellers’ such Seller’s right, title and interest inin and to the following assets, to properties and under rights, as the same shall exist on the Closing Date (but excluding the Purchased Contracts and Assigned Permits, which are specifically addressed in Section 2.2, and the Excluded Assets. ) (the “Purchased Assets” shall mean the following assets of Sellers:”):

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Purchasers shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to BuyerPurchasers, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased AssetsAssets free and clear of any and all Liens other than Permitted Exceptions. “Purchased Assets” shall mean the following all assets of SellersSeller (other than Excluded Assets), including:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellers, and Sellers Seller shall sell, transferconvey, assign, convey assign and deliver transfer to Buyer, and Buyer shall purchase and acquire from Seller, all of Sellers’ Seller’s right, title and interest inin and to those certain rights and assets set forth below, to but excluding the Excluded Assets and under except as set forth on the Purchased Assets. Detailed Balance Sheet (the “Purchased Assets” shall mean the following assets of Sellers:”):

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing Closing, Buyer shall purchase, purchase and acquire and accept from SellersSeller, and Sellers Seller shall sell, assign and transfer, assign, convey and deliver to Buyer, free and clear of all Liens, the Business and the assets of Sellers’ rightSeller (other than the Excluded Assets) owned and used by Seller in the conduct of the Business and identified below (collectively, title and interest in, to and under the "Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers:"):

Purchase and Sale of Assets. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assignconvey, convey assign and deliver to BuyerPurchaser, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets , free and clear of Sellers:all Liens other than those created by Purchaser and other than Permitted Exceptions.

Purchase and Sale of Assets. On the terms and subject to the terms and conditions set forth in of this Agreement, at the Closing Buyer (as hereinafter defined), except for Excluded Assets, Buyers shall purchase, acquire and accept purchase from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to BuyerBuyers, all of Sellers’ right, title and interest inof Sellers in and to all of their respective assets and property as it exists as of the Closing, to including, without limitation, all of their right, title and under interest in the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellersfollowing:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at on the Closing Buyer shall purchaseDate, acquire and accept from Sellers, and Sellers Seller shall sell, transfer, assign, convey convey, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Sellers’ the Acquired Assets, free and clear of all Liens, except for the Permitted Liens. “Acquired Assets” means all right, title title, and interest inin and to all of the assets of Seller, to and under used and/or useful in the Purchased Assets. “Purchased Assets” shall mean operation of the Business, including, without limitation, the following assets of Sellersassets, but specifically excluding the Excluded Assets:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing Buyer Closing, unless specifically excluded herein, Seller shall sell and assign to Purchaser and Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, all of Sellers’ right, title and interest of Seller in, to and under all assets, properties and rights used or useful in the Purchased conduct of Seller’s business other than the Excluded Assets (as defined below) (collectively, the Assets. “Purchased Assets” shall mean the following assets of Sellers), including those whereby Seller provides bandwidth enabled data services (Services) to customers (Customers), as follows:

Purchase and Sale of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing Buyer shall purchase, purchase or acquire and accept from SellersSeller, and Sellers Seller shall sell, convey, transfer, assign, convey assign and deliver to Buyer, the Assets on the Closing Date against the consideration to be paid by Buyer to Seller as specified in Section 3.1 hereof. The term “Assets” shall mean all of Sellers’ the right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean of Seller in the following assets of Sellersassets, except to the extent they are Excluded Assets:

Purchase and Sale of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing Buyer Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser and Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to BuyerSeller, all of Sellers’ Seller's right, title and interest inin and to all of the assets and properties of Seller, except for the Excluded Assets and except as otherwise specifically provided herein (such right, title and interest collectively referred to and under herein as the Purchased "Assets. “Purchased Assets” shall mean "), including, without limitation, the following assets of Sellersfollowing:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellers, and Sellers each Seller shall sell, transferconvey, assignassign and transfer (and notwithstanding anything contained in this Agreement, convey and deliver no Seller shall be responsible or liable for the sale, conveyance, assignment or transfer by the other Sellers) to Buyer, and Buyer shall purchase and acquire from each Seller, all of Sellers’ such Seller’s right, title and interest inin and to those certain rights and assets set forth below, but excluding the Excluded Assets (as related to and under each Seller, the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers:”):

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from the Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, Purchaser all of Sellers’ right, title and interest in, to and under the Purchased Assets, free and clear of all Liens, other than Permitted Exceptions. “Purchased Assets” shall mean all assets, properties, interests and rights of Sellers and their respective Subsidiaries, as of the following assets of SellersClosing, Related to the Business, excluding the Excluded Assets, including:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of SellersSellers as of the Closing related to the Business:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean means all of the following assets of SellersSeller, other than the Excluded Assets, as of the Closing, including the following:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, free and clear of all and any Liens except for Permitted Liens, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of SellersSeller as of the Closing:

Purchase and Sale of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing Buyer Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, Seller all of Sellers’ rightSeller’s assets of whatever kind nature or description, title and interest in, to and under other than the Purchased Excluded Assets. The assets to be purchased by Purchaser from Seller are hereinafter referred to as the “Purchased Assets” shall mean the following assets of Sellersand include, without limitation:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from Sellers, Sellers and Sellers shall sell, transfer, assign, convey and deliver to BuyerPurchaser, free of Liens other than Permitted Exceptions, all of Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean all of the following assets of Sellers arising directly out of or used exclusively in Sellers’ operation of the Business (other than the Excluded Assets), including:

Purchase and Sale of Assets. On At the Closing, on the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Purchaser shall purchase, acquire and accept from the Sellers, and the Sellers shall sell, transfer, assign, convey and deliver to BuyerPurchaser, all of the Sellers’ respective right, title and interest in, in and to and under the Purchased Assets. “Purchased Assets” shall mean only the following assets of Sellers:the Sellers as of the Closing, and in any event excluding the Excluded Assets (collectively, the “Purchased Assets”):

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Closing, Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to BuyerPurchaser, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased AssetsAssets and the goodwill of the business associated therewith. “Purchased Assets” shall mean the following assets of SellersSeller (but excluding Excluded Assets) as of the Closing to the extent related to the Business:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreementherein, at the Closing Buyer Closing, Seller shall sell, convey, assign and transfer to Purchaser and Purchaser shall purchase, acquire and accept from Sellers, Seller free and Sellers shall sell, transfer, assign, convey and deliver to Buyerclear of all Liens, all of Sellers’ Seller’s right, title and interest in, in and to and under the Purchased Assets. As used herein, “Purchased Assets” shall mean all right, title and interest of Seller (or its Affiliates) in and to the following assets existing as of SellersClosing, other than Excluded Assets:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, and for the consideration set forth in this ARTICLE II, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellers, and Sellers the Seller shall sell, transferconvey, assign, convey transfer and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, free and clear of any Liens, other than Permitted Liens, all of Sellers’ the Seller’s right, title and interest inin and to the assets of the Business, to and under the Purchased Assets. “Purchased Assets” shall mean including the following assets that are used, or held for use, primarily in connection with the operation of Sellers:the Business (but excluding the Excluded Assets):

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellers, and Sellers each Seller shall sell, transferconvey, assignassign and transfer (and notwithstanding anything contained in this Agreement, convey and deliver no Seller shall be responsible or liable for the sale, conveyance, assignment or transfer by the other Sellers) to Buyer, and Buyer shall purchase and acquire from each Seller, all of Sellers’ such Seller's right, title and interest inin and to those certain rights and assets set forth below, but excluding the Excluded Assets (as related to and under each Seller, the "Purchased Assets. “Purchased Assets” shall mean the following assets of Sellers:"):

Purchase and Sale of Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing Buyer Purchasers shall (or shall cause its designated Affiliate or Affiliates to) purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to Buyer, Purchasers (or its designated Affiliate or Affiliates) all of Sellers’ ' right, title and interest in, to and under the Purchased Assets, free and clear of all Liens. “"Purchased Assets” " shall mean each of the following assets of Sellersassets:

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from SellersSeller, free and Sellers shall sell, transfer, assign, convey and deliver to Buyerclear of all Liens other than Permitted Liens, all of Sellers’ right, title and interest then owned or held by Seller in, to and under the Purchased Assets. following assets, properties and rights, to the extent that such assets, properties and rights exclusively relate to the Business as of the Cutoff Time (collectively, the “Purchased Assets” shall mean the following assets of Sellers:”):

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from SellersSeller, free and Sellers shall sell, transfer, assign, convey and deliver to Buyerclear of all Encumbrances other than Permitted Encumbrances, all of Sellers’ Seller’s right, title and interest in, to and under the Purchased Assets. following assets, properties and rights of Seller, to the extent that such assets, properties and rights exist as of the Closing Date and exclusively relate to the Business (collectively, the “Purchased Assets” shall mean the following assets of Sellers:”):

Purchase and Sale of Assets. On Pursuant to the terms and subject to the conditions set forth in of this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellers, and Sellers the Seller shall sell, deliver, transfer, assign, convey and deliver assign to Buyerthe Purchaser, free and clear of all Liens, and the Purchaser shall purchase all of Sellers’ the Seller’s right, title and interest in, to and under in the Purchased Assets. “Purchased Assets” shall mean the following All assets of Sellers:the Seller that do not constitute Purchased Assets shall be Excluded Assets.

Purchase and Sale of Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer shall purchaseClosing, acquire and accept from Sellers, and Sellers the Seller shall sell, transfer, assign, convey assign and deliver to the Buyer, and relinquish to the Buyer in perpetuity, free and clear of all of Sellers’ Encumbrances other than Permitted Encumbrances, all right, title and interest inin and to all of the assets, to properties, rights, interests and under goodwill of the Purchased Assets. “Purchased Assets” shall mean Seller that are used by the Seller solely and exclusively in connection with the operation of the Business, including, without limitation, the following assets of Sellers:(the “Acquired Assets”):

Purchase and Sale of Assets. On the terms and subject to the conditions --------------------------- set forth in this Agreement, at the Closing Buyer Purchaser shall purchase, acquire and accept from SellersSeller, and Sellers Seller shall sell, transfer, assign, convey and deliver to Buyer, Purchaser all of Sellers’ Seller's right, title and interest in, to and under the Purchased Assets. “"Purchased Assets” " shall mean the following assets of Sellers----------------- Seller (but excluding the Excluded Assets) as of the Closing:

Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing Buyer Purchaser shall purchase, acquire and accept from the Sellers, and Sellers Seller shall (and shall cause the Selling Affiliates to) sell, transfer, assign, convey and deliver to Buyer, Purchaser all of the Sellers’ right, title and interest in, to and under the Purchased Assets. “Purchased Assets” shall mean the following assets of Sellersthe Sellers (but excluding Excluded Assets) as of the Closing to the extent related to the Business: